Countries › Dominican Republic › Guide › 15. Exiting › Returning capital: capital reductions and buybacks

Returning capital: capital reductions and buybacks

Last verified: 2026-10-30 · Status: Stable

An extraordinary meeting can cut capital, the decision is published within 10 days, and creditors then have 10 days to object before anything is paid. S.R.L. partners who get capital back stay liable up to what they received for two years, unless a matching reserve is set aside. The Tax Code protects only contributions returned on liquidation, so a reduction while the company carries on needs care on the 10% withholding.

USD figures use the Banco Central de la República Dominicana reference selling rate of RD$60.9007 per US dollar for 29 October 2026, the latest row in its published rate file on the verification date, rounded to the cent.

Key facts

Creditor objection period, S.R.L. and S.A.	10 daysLey 479-08 art. 123 and 294, as of 2026-10-30 · in force
Publication of the decision	Within 10 days; S.R.L. in more than one national paper textLey 479-08 art. 123 and 291, as of 2026-10-30 · in force
S.R.L. partner liability after repayment	2 yearsLey 479-08 art. 124, as of 2026-10-30 · in force

The rule

1. An S.R.L. reduces capital by amending the statutes in an extraordinary meeting, which can delegate to the managers, and may not breach equal treatment of partners. The decision is published in more than one national newspaper within 10 days.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 123 and paragraph I, 2011-02-08 official text · verified 2026-10-30

2. Unless the reduction is required by law, creditors with claims before the notice can object within 10 days of publication. The interim relief judge can reject the objection, or order payment or guarantees. Nothing can start during that period or before a first instance decision.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 123 paragraphs II to V, 2011-02-08 official text · verified 2026-10-30

3. S.R.L. partners who receive capital back answer jointly with each other and the company for debts dating from before the reduction bound third parties, up to what each received, for two years. This falls away if a reserve equal to the payment is set aside from profits or free reserves and held for two years from registration. The registration must name those repaid or state that the reserve exists.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 124, 2011-02-08 official text · verified 2026-10-30

4. Capital cannot go below the legal minimum, and no reduction to rebalance after losses is allowed while any reserves remain. Accounts used must be dated within the prior six months, approved and audited.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 126 and art. 127, 2011-02-08 official text · verified 2026-10-30

5. A comisario, if there is one, gets the plan at least 45 days before the meeting. An S.R.L. can buy its own quotas only to cancel them under a reduction not caused by losses, within three months after the objection period.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 128 and art. 129, 2011-02-08 official text · verified 2026-10-30

6. In an S.A. the extraordinary meeting decides, can delegate to the board, and must keep shareholders equal. Publication is in a national daily within 10 days. Reduction is by buying in shares or cutting par value. The plan reaches the comisario at least 45 days before the meeting.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 291 and art. 292, 2011-02-08 official text · verified 2026-10-30

7. S.A. creditors with earlier claims can object within 10 days of publication, except those already well secured, and the interim relief judge decides.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 294 and art. 295, 2011-02-08 official text · verified 2026-10-30

8. An S.A. can buy shares to cancel them under a reduction not caused by losses, or buy them for treasury from profits or non legal reserves, up to one tenth of capital, with cash flow showing no harm to creditors.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 296 and art. 297, 2011-02-08 official text · verified 2026-10-30

9. An E.I.R.L. owner files a declaration at the Registro Mercantil naming the sums to be withdrawn and publishes it. Creditors have one month to object in court.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 461, 2011-02-08 official text · verified 2026-10-30

10. Except on a capital reduction, nothing can be distributed if equity would fall below subscribed and paid capital plus non distributable reserves.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 44 paragraph II, 2011-02-08 official text · verified 2026-10-30

11. A dividend is any distribution to a shareholder because of the holding, regardless of profits. The term excludes share dividends and distributions up to the contribution amount made on liquidation of the company.Ley 11-92, Código Tributario, art. 291, 1992-05-16 official text · verified 2026-10-30

12. Remittable capital is subscribed and paid capital owned by registered foreign investors, less the company's net losses, if any.Decreto 214-04, Reglamento de Aplicación del Registro de la Inversión Extranjera, art. 1, 2004-03-11 official text · verified 2026-10-30

13. If profits remitted exceed the investor's share under the minutes, the registry treats the excess as a repatriation of capital and cuts the registered capital.Decreto 214-04, Reglamento de Aplicación del Registro de la Inversión Extranjera, art. 4 paragraph, 2004-03-11 official text · verified 2026-10-30

14. Recording a reduction that stays within the same capital band pays the modification fee. A change of band is worked out on the difference in the formation fee.
Cost to do it: From RD$800 (about US$13.14) to RD$30,800 (about US$505.74) for the modification line.Cámara de Comercio y Producción de Santo Domingo, fee schedule, Observación, 2022-12-01 official text · verified 2026-10-30

Worked example

An S.R.L. with capital of RD$24,360,280 (about US$400,000.00) returns RD$12,180,140 (about US$200,000.00) to its foreign parent. If DGII accepts this as a return of contributions, no withholding applies. If it treats the payment as a distribution under art. 291, 10% would be RD$1,218,014 (about US$20,000.00). The parent stays liable to prior creditors for up to RD$12,180,140 (about US$200,000.00) for two years, unless the company sets aside a reserve of the same sum.

Step by step

Check profits first. Paying them as dividends before the reduction is cleaner.
Prepare audited accounts dated within six months, and give the plan to the comisario 45 days ahead.
Hold the meeting and publish within 10 days.
Wait out the 10 day objection period and any hearing.
Record at the chamber, pay, withhold if needed, and update DGII.
Ask ProDominicana how it will record the reduction, since the decree names only sales and liquidation.

Common traps

Art. 291 excludes contributions only on liquidation. A reduction while the company keeps trading is not in that wording, so ask DGII in writing before paying.
Decreto 214-04 art. 5 names sales and liquidation, not a plain reduction, though Ley 16-95 art. 7 covers the whole capital invested. Clear it with ProDominicana first.
An S.R.L. publishes in more than one newspaper, and an S.A. in one, and the objection period runs from that notice.
Art. 125 and the old three month wait were repealed by Ley 31-11. Older guides still show them.

Sources

← Selling assets or a business as a going concernFinal dividends and liquidation payouts →

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